Form SC 13D/A BRIDGE BANCORP INC Filed by: BASSWOOD CAPITAL MANAGEMENT, L.L.C.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Under the Securities Exchange Act of 1934)
(Amendment No. 1)*
Bridge Bancorp, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
108035106
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(CUSIP Number)
Basswood Capital Management, L.L.C.
645 Madison Avenue, 10th Floor
New York, NY 10022
Attn: Matthew Lindenbaum
With a copy to:
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Attn: Michael A. Schwartz, Esq.
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 21, 2016
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*
|
|
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Capital Management, L.L.C.
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||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
1,251,076
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
1,251,076
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,251,076
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
7.2%
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||||
14.
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Type of Reporting Person (See Instructions)
IA
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2
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Partners, L.L.C.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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Citizenship or Place of Organization
Delaware
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||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
331,280
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
331,280
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
331,280
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
1.9%
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||||
14.
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Type of Reporting Person (See Instructions)
OO
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3
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Enhanced Long Short GP, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
AF
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
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||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
512,228
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
512,228
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
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||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
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Percent of Class Represented by Amount in Row (11)
2.9%
|
||||
14.
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Type of Reporting Person (See Instructions)
OO
|
4
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Opportunity Partners, LP
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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||||
3.
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SEC Use Only
|
||||
4.
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Source of Funds (See Instructions)
WC
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||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
225,109
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|||
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9.
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Sole Dispositive Power
0
|
|||
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10.
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Shared Dispositive Power
225,109
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|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
225,109
|
||||
12.
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
1.3%
|
||||
14.
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Type of Reporting Person (See Instructions)
PN
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5
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Opportunity Fund, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
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Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
112,894
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|||
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9.
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Sole Dispositive Power
0
|
|||
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10.
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Shared Dispositive Power
112,894
|
|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
112,894
|
||||
12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
0.7%
|
||||
14.
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Type of Reporting Person (See Instructions)
CO
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6
CUSIP No. 108035106
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1.
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Name of Reporting Person
Basswood Enhanced Long Short Fund, LP
|
||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
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Shared Voting Power
512,228
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
512,228
|
|||
11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
512,228
|
||||
12.
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
2.9%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
PN
|
7
CUSIP No. 108035106
|
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1.
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Name of Reporting Person
Basswood Financial Fund, LP
|
||||
2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
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Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
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Shared Voting Power
82,596
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
82,596
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
82,596
|
||||
12.
|
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
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Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
PN
|
8
CUSIP No. 108035106
|
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1.
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Name of Reporting Person
Basswood Financial Fund, Inc.
|
||||
2.
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
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SEC Use Only
|
||||
4.
|
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Source of Funds (See Instructions)
WC
|
||||
5.
|
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
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Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
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Sole Voting Power
0
|
||
|
8.
|
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Shared Voting Power
29,865
|
|||
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9.
|
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Sole Dispositive Power
0
|
|||
|
10.
|
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Shared Dispositive Power
29,865
|
|||
11.
|
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Aggregate Amount Beneficially Owned by Each Reporting Person
29,865
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.2%
|
||||
14.
|
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Type of Reporting Person (See Instructions)
CO
|
9
CUSIP No. 108035106
|
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1.
|
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Name of Reporting Person
Basswood Financial Long Only Fund, LP
|
||||
2.
|
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
23,575
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
23,575
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
23,575
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
PN
|
10
CUSIP No. 108035106
|
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1.
|
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Name of Reporting Person
BCM Select Equity I Master, Ltd.
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Cayman Islands
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
0
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
0
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
CO
|
11
CUSIP No. 108035106
|
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1.
|
|
Name of Reporting Person
Matthew Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
161,015
|
||
|
8.
|
|
Shared Voting Power
1,251,076
|
|||
|
9.
|
|
Sole Dispositive Power
161,015
|
|||
|
10.
|
|
Shared Dispositive Power
1,251,076
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,412,091
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
12
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Bennett Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
138,282
|
||
|
8.
|
|
Shared Voting Power
1,251,076
|
|||
|
9.
|
|
Sole Dispositive Power
138,282
|
|||
|
10.
|
|
Shared Dispositive Power
1,251,076
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
1,389,358
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
8.0%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN/HC
|
13
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Abigail Tambor 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
97,202
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
97,202
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
97,202
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.6%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
14
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
3,913
|
||
|
8.
|
|
Shared Voting Power
402,236
|
|||
|
9.
|
|
Sole Dispositive Power
3,913
|
|||
|
10.
|
|
Shared Dispositive Power
402,236
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
406,149
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
2.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
15
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Nathan J Lindenbaum 1995 Children Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
50,197
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
50,197
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
50,197
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.3%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
16
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Naftali Asher Investments LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
Delaware
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
65,970
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
65,970
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
65,970
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
17
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Benjamin Feder 2012 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
87,327
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
87,327
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
87,327
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
18
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Victoria and Ben Feder’s 1996 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New York
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
19
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Marcel Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
PF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
68,937
|
||
|
8.
|
|
Shared Voting Power
0
|
|||
|
9.
|
|
Sole Dispositive Power
68,937
|
|||
|
10.
|
|
Shared Dispositive Power
0
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
68,937
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.4%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
20
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum 1994 Children’s Trust
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
20,540
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
20,540
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
20,540
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
21
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shari A. Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
116,167
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
116,167
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
116,167
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.7%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
22
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Ray Lindenbaum
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
9,875
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
9,875
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
9,875
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
23
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
Shai Tambor
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
AF
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
United States
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
184,529
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
184,529
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
184,529
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
1.1%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
IN
|
24
CUSIP No. 108035106
|
|
1.
|
|
Name of Reporting Person
MGS Partners, LLC
|
||||
2.
|
|
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
|
||||
3.
|
|
SEC Use Only
|
||||
4.
|
|
Source of Funds (See Instructions)
WC
|
||||
5.
|
|
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
||||
6.
|
|
Citizenship or Place of Organization
New Jersey
|
||||
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
|
|
7.
|
|
Sole Voting Power
0
|
||
|
8.
|
|
Shared Voting Power
81,000
|
|||
|
9.
|
|
Sole Dispositive Power
0
|
|||
|
10.
|
|
Shared Dispositive Power
81,000
|
|||
11.
|
|
Aggregate Amount Beneficially Owned by Each Reporting Person
81,000
|
||||
12.
|
|
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
||||
13.
|
|
Percent of Class Represented by Amount in Row (11)
0.5%
|
||||
14.
|
|
Type of Reporting Person (See Instructions)
OO
|
25
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Bridge Bancorp, Inc. (the “Issuer”), to amend the Schedule 13D filed on June 29, 2015 (as amended by this Amendment No. 1, the “Schedule 13D”).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended to reflect the following:
The Funds (other than Basswood Opportunity Partners, LP and Basswood Opportunity Fund, Inc.) and a managed account expended an aggregate of $22,502,143 in cash (including commissions, if any) from their working capital to acquire the 913,073 shares of Common Stock directly owned by them. Basswood Opportunity Partners, LP acquired the 225,109 shares of Common Stock directly owned by it upon conversion in the Merger (as defined in Item 4) of its shares of common stock of Community (as defined in Item 4). Basswood Opportunity Fund, Inc. acquired the 112,894 shares of Common Stock directly owned by it upon conversion in the Merger of its shares of common stock of Community.
The Lindenbaum Reporting Persons directly holding shares of Common Stock acquired all such shares upon conversion in the Merger of shares of Common Stock of Community owned by them.
The Funds and managed account generally effect purchases through margin accounts maintained for them with each of J.P Morgan Securities LLC, Morgan Stanley & Co., and BNP Paribas Prime Brokerage, which may extend margin credit to the Funds and managed account as and when required to open or carry positions in the margin accounts, subject to applicable Federal margin regulations, stock exchange rules and the firm’s credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
Item 5. Interest in Securities of the Issuer
Items 5(a), 5(b) and 5(c) of the Schedule 13D are amended to reflect the following:
(a) and (b) As of the date of this Schedule 13D, each of the Reporting Persons beneficially owns shares of Common Stock in such numbers as set forth on the cover pages of this Schedule 13D. The total number of shares each of the Reporting Persons beneficially owns represents such percentages of the Common Stock outstanding as set forth on the cover pages to this Schedule 13D. The beneficial ownership percentages in this Schedule 13D are calculated based upon the 17,458,781 shares of Common Stock outstanding as of May 6, 2016, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) for the quarterly period ended March 31, 2016 and filed on May 10, 2016.
The Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 1,251,076 shares of Common Stock held directly by the Funds and a managed account. Basswood Partners, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 331,280 shares of Common Stock held directly by Basswood Financial Fund, LP, Basswood Opportunity Partners, LP and Basswood Financial Long Only Fund, LP. Basswood Long Short GP, the Management Company, Matthew Lindenbaum and Bennett Lindenbaum share voting and dispositive power over the 512,228 shares of Common Stock held directly by Basswood Enhanced Long Short Fund, LP. Nathan Lindenbaum has voting and dispositive power over the 81,000 shares of Common Stock held directly by MGS Partners, LLC and the 20,540 shares of Common Stock held directly by the Shari A. Lindenbaum 1994 Children’s Trust. Nathan Lindenbaum and Shai Tambor share voting and dispositive power over the 97,202 shares of Common Stock held directly by Abigail Tambor 2012 Children’s Trust and the 87,327 shares of Common Stock held directly by the Victoria and Benjamin Feder 2012 Children’s Trust. Nathan Lindenbaum and Shari A. Lindenbaum share voting and dispositive power over the 50,197 shares of Common Stock held directly by Nathan J Lindenbaum 1995 Children Trust and the 65,970 shares of Common Stock held directly by Naftali Asher Investments LLC. Ray Lindenbaum has voting and dispositive power over the 9,875 shares of Common Stock held directly by the Victoria and Ben Feder’s 1996 Children’s Trust.
By virtue of the relationships among the Basswood Reporting Persons and family relationships among Matthew and Bennett Lindenbaum and the Lindenbaum Reporting Persons, the Reporting Persons may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934 and Rule 13d-5(b)(1) thereunder. If deemed to be a “group”, such persons would collectively beneficially own 11.7% of the Common Stock. Each of the Reporting Persons expressly disclaims voting or
26
investment power with respect to shares of Common Stock beneficially owned by each other Reporting Person, except to the extent otherwise disclosed in this Schedule 13D.
(c) During the past sixty days, the Reporting Persons have effected the trades in the Common Stock that are listed on Annex I hereto, all of which were effected on the Nasdaq Stock Market, LLC.
Item 7. Material to Be Filed as Exhibits
1)
|
Joint Filing Agreement dated as of June 29, 2015.
|
27
SIGNATURE
|
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: June 28, 2016
Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Partners, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short GP, LLC
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Opportunity Partners, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
[Signature Page to Amendment No. 1 to Bridge Bancorp 13D]
Basswood Opportunity Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Enhanced Long Short Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
Basswood Financial Fund, Inc.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
[Signature Page to Amendment No. 1 to Bridge Bancorp 13D]
Basswood Financial Long Only Fund, LP
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
BCM Select Equity I Master, Ltd.
|
||
By: Basswood Capital Management, L.L.C.
|
||
By:
|
/s/ Bennett Lindenbaum
|
|
Name: Bennett Lindenbaum
|
||
Title: Managing Member
|
||
/s/ Matthew Lindenbaum
|
||
Matthew Lindenbaum
|
||
/s/ Bennett Lindenbaum
|
||
Bennett Lindenbaum
|
||
[Signature Page to Amendment No. 1 to Bridge Bancorp 13D]
Abigail Tambor 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Nathan Lindenbaum
|
||
Nathan Lindenbaum
|
||
MGS Partners, LLC
|
||
By:
|
/s/ Nathan Lindenbaum
|
|
Name: Nathan Lindenbaum
|
||
Title: Managing Member
|
||
Nathan J Lindenbaum 1995 Children Trust
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Trustee
|
||
Naftali Asher Investments LLC
|
||
By:
|
/s/ Shari A. Lindenbaum
|
|
Name: Shari A. Lindenbaum
|
||
Title: Manager
|
||
[Signature Page to Amendment No. 1 to Bridge Bancorp 13D]
Victoria and Benjamin Feder 2012 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
Victoria and Ben Feder’s 1996 Children’s Trust
|
||
By:
|
/s/ Ray Lindenbaum
|
|
Name: Ray Lindenbaum
|
||
Title: Trustee
|
||
/s/ Marcel Lindenbaum
|
||
Marcel Lindenbaum
|
||
Shari A. Lindenbaum 1994 Children’s Trust
|
||
By:
|
/s/ Nathan J. Lindenbaum
|
|
Name: Nathan J. Lindenbaum
|
||
Title: Trustee
|
||
/s/ Shari A. Lindenbaum
|
||
Shari A. Lindenbaum
|
||
/s/ Ray Lindenbaum
|
||
Ray Lindenbaum
|
||
/s/ Shai Tambor
|
||
Shai Tambor
|
[Signature Page to Amendment No. 1 to Bridge Bancorp 13D]
Annex I
Fund Name
|
Trade Date
|
Shares Purchased (Sold)
|
Price (Gross)
|
Basswood Opportunity Partners, LP
|
5/2/2016
|
(1,703)
|
30.37
|
Basswood Opportunity Partners, LP
|
5/4/2016
|
(9,516)
|
29.10
|
BCM Select Equity I Master, Ltd.
|
6/21/2016
|
(12,095)
|
29.17
|
Exhibit 99.1
Joint Filing Agreement
Pursuant to Rule 13d-1(k)
Joint Filing Agreement
Pursuant to Rule 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein or therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: June 29, 2015
Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Partners, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Enhanced Long Short GP, LLC
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Opportunity Partners, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Opportunity Fund, Inc.
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Enhanced Long Short Fund, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Financial Fund, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Financial Fund, Inc.
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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Basswood Financial Long Only Fund, LP
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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BCM Select Equity I Master, Ltd.
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By: Basswood Capital Management, L.L.C.
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By:
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/s/ Bennett Lindenbaum
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Name: Bennett Lindenbaum
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Title: Managing Member
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/s/ Matthew Lindenbaum
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Matthew Lindenbaum
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/s/ Bennett Lindenbaum
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Bennett Lindenbaum
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Abigail Tambor 2012 Children’s Trust
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By:
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/s/ Nathan J. Lindenbaum
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Name: Nathan J. Lindenbaum
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Title: Trustee
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/s/ Nathan Lindenbaum
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Nathan Lindenbaum
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MGS Partners, LLC
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By:
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/s/ Nathan Lindenbaum
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Name: Nathan Lindenbaum
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Title: Managing Member
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Nathan J Lindenbaum 1995 Children Trust
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By:
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/s/ Shari A. Lindenbaum
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Name: Shari A. Lindenbaum
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Title: Trustee
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Naftali Asher Investments LLC
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By:
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/s/ Shari A. Lindenbaum
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Name: Shari A. Lindenbaum
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Title: Manager
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Victoria and Benjamin Feder 2012 Children’s Trust
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By:
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/s/ Nathan J. Lindenbaum
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Name: Nathan J. Lindenbaum
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Title: Trustee
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Victoria and Ben Feder’s 1996 Children’s Trust
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By:
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/s/ Ray Lindenbaum
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Name: Ray Lindenbaum
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Title: Trustee
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/s/ Marcel Lindenbaum
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Marcel Lindenbaum
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Shari A. Lindenbaum 1994 Children’s Trust
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By:
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/s/ Nathan J. Lindenbaum
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Name: Nathan J. Lindenbaum
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Title: Trustee
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/s/ Shari A. Lindenbaum
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Shari A. Lindenbaum
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/s/ Ray Lindenbaum
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Ray Lindenbaum
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/s/ Shai Tambor
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Shai Tambor
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